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Reciprocal Indemnity Agreement

Reciprocal Indemnity Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Reciprocal Indemnity Agreement

"I need a Reciprocal Indemnity Agreement for a joint venture between a UAE-based construction company and a German engineering firm, with specific focus on construction site safety risks and equipment liability, to be effective from March 2025."

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Document background
The Reciprocal Indemnity Agreement is essential in complex commercial relationships where parties seek to establish clear risk allocation mechanisms under UAE law. It is particularly useful in projects or operations where multiple parties face similar risks and wish to establish mutual protections. The document addresses the requirements of UAE Federal Law No. 5 of 1985 (Civil Code) and related commercial legislation, providing a framework for mutual risk protection. Typically used in joint ventures, construction projects, or operational partnerships, this agreement details indemnification triggers, claim procedures, and protection scope. It includes specific provisions for compliance with UAE legal requirements regarding liability limitations and enforcement mechanisms, making it suitable for both mainland UAE and free zone operations.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including their full legal names, addresses, and registration details

2. Background: Context of the agreement, relationship between the parties, and the purpose of the reciprocal indemnification

3. Definitions: Key terms used throughout the agreement, including 'Indemnified Parties', 'Claims', 'Losses', and other relevant definitions

4. Interpretation: Rules for interpreting the agreement, including construction of terms and resolution of conflicts

5. Mutual Indemnification Obligations: Core section detailing the reciprocal indemnification commitments of each party

6. Scope of Indemnification: Specific description of what is covered under the indemnification, including types of losses and claims

7. Exclusions: Events, circumstances, or losses explicitly excluded from the indemnification obligations

8. Claims Procedure: Process for making and handling indemnification claims, including notification requirements and timeframes

9. Duration: Term of the agreement and survival of obligations

10. Insurance Requirements: Mandatory insurance coverage each party must maintain

11. Governing Law and Jurisdiction: Specification of UAE law as governing law and determination of jurisdiction for disputes

12. General Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Confidentiality: Obligations regarding confidential information - include when parties will share sensitive information

2. Third Party Rights: Rights of third parties under the agreement - include when third parties might benefit from indemnification

3. Parent Company Guarantee: Guarantee from parent companies - include when additional financial security is required

4. Currency and Payment Terms: Specify currency and payment details - include when monetary aspects need clarification

5. Force Majeure: Protection against unforeseen events - include when specific force majeure risks need addressing

6. Step-in Rights: Rights to step in and remedy defaults - include in complex commercial relationships

7. Alternative Dispute Resolution: Mediation or arbitration procedures - include when parties prefer alternative to court proceedings

Suggested Schedules

1. Schedule 1 - Specified Risks: Detailed list of risks covered by the indemnification

2. Schedule 2 - Claim Notice Requirements: Format and content requirements for claim notices

3. Schedule 3 - Insurance Requirements: Detailed insurance requirements including types and minimum coverage

4. Schedule 4 - Excluded Claims: Detailed list of specifically excluded claims or circumstances

5. Appendix A - Form of Claim Notice: Template for submitting indemnification claims

6. Appendix B - Contact Details: Contact information for notices and claim submissions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Affiliate
Business Day
Claim
Commencement Date
Confidential Information
Control
Damages
Default Interest Rate
Dispute
Effective Date
Force Majeure Event
Governing Law
Government Authority
Gross Negligence
Indemnified Party
Indemnifying Party
Indemnified Losses
Insurance Policy
Intellectual Property Rights
Law
Liability
Loss
Material Breach
Notice
Party
Professional Advisers
Project
Related Party
Representatives
Services
Subcontractor
Term
Territory
Third Party
UAE
Willful Misconduct
Working Hours
Relevant Industries

Oil and Gas

Construction

Real Estate Development

Manufacturing

Energy

Infrastructure

Mining

Maritime

Transportation

Industrial Services

Technology

Healthcare

Telecommunications

Relevant Teams

Legal

Risk Management

Operations

Commercial

Finance

Compliance

Project Management

Insurance

Corporate Affairs

Business Development

Relevant Roles

Chief Legal Officer

Legal Director

Contract Manager

Risk Manager

Project Director

Operations Manager

Commercial Director

Chief Financial Officer

Compliance Officer

General Counsel

Business Development Manager

Project Manager

Insurance Manager

Corporate Secretary

Chief Risk Officer

Industries
UAE Federal Law No. 5 of 1985 (Civil Code): The primary legislation governing contracts, obligations, and civil transactions in the UAE. Contains provisions about contract formation, validity, and enforcement.
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business relationships, including provisions about commercial obligations and liabilities between parties.
UAE Federal Law No. 11 of 1992 (Civil Procedure Law): Contains provisions regarding the enforcement of contracts and legal proceedings in civil matters, including indemnification claims.
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): Relevant for understanding the capacity of companies to enter into indemnity agreements and their authority to undertake such obligations.
DIFC Law No. 6 of 2004 (Contract Law): If the agreement involves parties in the Dubai International Financial Centre (DIFC), this law governs contractual relationships within the DIFC jurisdiction.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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